Agreement

     

    Apollo
      Gold Corporation: Montana Tunnels Mine

     

    General
      Security

    Agreement

    
      
        

      

    

    


    Apollo
      Gold Corporation

     

    RMB
      Resources Inc.

    


    david.walton@freehills.com

    haaron.bokhari@freehills.com

    jennifer.ledger@freehills.com

    


    

    


    
      	
              QV1.Building,
                250 St Georges Terrace, Perth Western Australia 6000

              Australia

               

              Sydney
                Melbourne Perth Brisbane Singapore

            	 	
              Telephone:
                + 8 9211 7777 Facsimile + 61 8 9211 7878

              www.freehills.com
                DX 104 Perth

               

              Correspondent
                offices Hanoi Ho Chi Minh City Jakarta Kuala
                Lumpur

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    

     

    Contents

     

    
      	 	
              Table
                of contents

            
	 	 	 
	 	
              The
                agreement

            	
              3

            
	 	 	 	 
	
              1

            	
              Security

            	 	
              4

            
	 	
              1.1

            	
              Terms
                incorporated by reference

            	
              4

            
	 	
              1.2

            	
              Grant
                of security

            	
              4

            
	 	
              1.3

            	
              Excepted
                Mining Claims

            	
              4

            
	 	
              1.4

            	
              Obligations
                secured

            	
              5

            
	 	
              1.5

            	
              Attachment

            	
              5

            
	 	
              1.6

            	
              Scope
                of Security Interest

            	
              5

            
	 	
              1.7

            	
              Care
                and custody of Collateral

            	
              6

            
	 	
              1.8

            	
              Amalgamation

            	
              6

            
	 	 	 
	
              2

            	
              Representations
                and warranties of the corporation

            	
              7

            
	 	
              2.1

            	
              Representations
                and warranties

            	
              7

            
	 	
              2.2

            	
              Representations
                and warranties in Transaction Documents   

            	
              8

            
	 	
              2.3

            	
              Survival
                of representations and warranties

            	
              8

            
	 	 	 
	
              3

            	
              Enforcement

            	
              8

            
	 	
              3.1

            	
              Enforcement

            	
              8

            
	 	
              3.2

            	
              Remedies

            	
              8

            
	 	
              3.3

            	
              Additional
                rights

            	
              9

            
	 	
              3.4

            	
              Receiver's
                powers

            	
              9

            
	 	
              3.5

            	
              Appointment
                of attorney

            	
              10

            
	 	
              3.6

            	
              Dealing
                with the Collateral

            	
              10

            
	 	
              3.7

            	
              Standards
                of sale

            	
              10

            
	 	
              3.8

            	
              Dealings
                by third parties

            	
              11

            
	 	 	 
	
              4

            	
              General

            	
              11

            
	 	
              4.1

            	
              Discharge

            	
              11

            
	 	
              4.2

            	
              Amendments

            	
              11

            
	 	
              4.3

            	
              Waivers

            	
              11

            
	 	
              4.4

            	
              No
                merger

            	
              12

            
	 	
              4.5

            	
              Further
                assurances

            	
              12

            
	 	
              4.6

            	
              Supplemental
                security

            	
              12

            
	 	
              4.7

            	
              Notices

            	
              12

            
	 	
              4.8

            	
              Successors
                and assigns

            	
              12

            
	 	
              4.9

            	
              Waiver
                and Variation

            	
              12

            
	 	
              4.10

            	
              Gender
                and number

            	
              12

            
	 	
              4.11

            	
              Headings

            	
              13

            
	 	
              4.12

            	
              Language

            	
              13

            
	 	
              4.13

            	
              Severability

            	
              13

            
	 	
              4.14  

            	
              Governing
                law

            	
              13

            


    


    
      
        
        

      

      
        Contents
          1

        
          

        

      

      
        
        

      

    


    

     

    Contents

     

    
      	
              Schedules

            	 
	 	 
	
              APG
                place of business

            	
              15

            
	 	 
	
              Leasehold
                Real Property

            	
              16

            
	 	 
	
              Freehold
                Real Property

            	
              17

            
	 	 
	
              Mining
                Claims

            	
              19

            
	 	 
	
              Ontario
                Personal Property Registrations

            	
              20

            
	 	 
	
              Signing
                page

            	
              21

            


    

     

    
      
        
        

      

      
        Contents
          2

        
          

        

      

      
        
        

      

    


    

     

    The
      agreement

    

      
        	
                General
                  Security Agreement 

                 

              


      

    

     

    
      
        
          
            	
                    Date
                      ►June 30, 2008

                  


          

        

      

    

     

    
      	
              Between
                the parties

               

            
	 
	 	 	
              Apollo
                Gold Corporation

               

              a
                corporation existing under the laws of the Yukon Territory,
                Canada

               

              of
                5655 South Yosemite Street, Suite 200 Greenwood Village, Colorado
                80111-3220 United States of America

               

              (APG)

            
	       

	 	 	 
	
              Agent

            	 	
              RMB
                Resources Inc.

               

              of
                Suite 900, 143 Union Boulevard, Lakewood, Colorado 80228, United
                States of
                America

              (Agent, and
                collectively with RMB Australia Holdings Limited the Finance
                Parties)

            
	     
              


    

     

    
      	
              Background

            	 	
              1

            	
              RMB
                Australia Holdings Limited has agreed to make certain credit facilities
                available to Montana Tunnels Mining, Inc. (Montana
                Tunnels)
                on the terms and conditions contained in a facility agreement between
                APG,
                Apollo Gold Inc., Montana Tunnels, certain other parties and the
                Finance
                Parties dated 12 October 2007, as amended and restated by way of
                amendment
                and restatement agreement dated 1 July 2008 (and as further amended,
                supplemented, modified, extended, renewed, novated, refinanced, restated
                or replaced from time to time) (the Facility
                Agreement).

            
	 	 	 	 
	 	 	2	
              Montana
                Tunnels has entered into commodity hedging arrangements with RMB
                Australia
                Holdings Limited pursuant to an ISDA Master Agreement dated 12 October
                2007 (ISDA
                Master Agreement,
                and collectively with the Facility Agreement, the Facility
                Agreements).

            
	 	 	 	 
	 	 	3	
              APG
                has agreed to execute and deliver this agreement to and in favour
                of the
                Finance Parties as security for the payment and performance of its
                guarantee of Montana Tunnels’ obligations to the Finance Parties under the
                Facility Agreements.

            
	      
              


    

     

    
      	
              The
                parties agree

               

            	 	
              In
                consideration of, among other things, the mutual promises contained
                in
                this agreement and other good and valuable consideration (the receipt
                and
                adequacy of which is acknowledged), APG agrees as
                follows:

            
	      
              


    


    
      
        
        

      

      
        page
          3

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1    Security

            


    

     

    
      	1	
              Security 

            


    

    
      

    

     

    
      	1.1	
              Terms
                incorporated by reference

            


    

     

    Terms
      defined in: 

     

    
      	(a)	
              the
                Personal
                Property Security Act
                (Ontario) (as amended from time to time) (PPSA);
                or

            


    

     

    
      	(b)	
              the
                Facility Agreements,

            


    

     

    which
      are
      used in this agreement will have the same meanings in this agreement unless
      the
      context requires otherwise.

     

    
      	1.2	
              Grant
                of security

            


    

     

    Subject
      to clauses 1.3 and 1.6, APG grants to the Agent (for its own benefit and the
      benefit of the other Finance Parties) a security interest in all APG’s right,
      title and interest in and to all presently owned and hereafter acquired
      property, assets and undertaking of APG (both real and personal) including
      without limitation any and all of APG’s present and after-acquired:

     

    
      	(a)	
              inventory
                including goods held for sale, lease or resale, goods furnished or
                to be
                furnished to third parties under contracts of lease, consignment
                or
                service, goods which are raw materials or work in process, goods
                used in
                or procured for packing and materials used or consumed in the business
                of
                APG;

            


    

     

    
      	(b)	
              equipment,
                machinery, furniture, fixtures, plants, vehicles and other goods
                of every
                kind and description and all licences and other rights (including
                all
                mining claims described in Schedule 2) and all records, files, charts,
                plans, drawings, specifications, manuals and documents relating to
                those
                items;

            


    

     

    
      	(c)	
              accounts
                due or accruing due, the credit balance and all on deposit in those
                accounts, and all agreements, books, accounts, invoices, letters,
                documents and papers recording, evidencing or relating to those
                accounts;

            


    

     

    
      	(d)	
              money,
                documents of title, chattel paper, instruments and investment
                property;

            


    

     

    
      	(e)	
              intangibles
                including all security interests, goodwill, choses in action and
                contractual rights, interests and benefits, and all trade-marks,
                trade-mark registrations and pending trade-mark applications, patents
                and
                pending patent applications and copyrights and other intellectual
                property;

            


    

     

    
      	(f)	
              leasehold
                real property described in Schedule
                2;

            


    

     

    
      	(g)	
              freehold
                real property described in Schedule
                3;

            


    

     

    
      	(h)	
              substitutions
                and replacements of and increases, additions and, where applicable,
                accessions to the property, rights, interests or benefits described
                in
                clause 1.2(a) to clause 1.2(g) inclusive;
                and

            


    

     

    
      	(i)	
              proceeds
                in any form derived directly or indirectly from any dealing with
                all or
                any part of the property, rights, interests or benefits described
                in
                clause 1.2(a) to 1.2(h) inclusive of the proceeds of those
                proceeds,

            


    

     

    all
      such
      property, assets and undertaking being, collectively, the Collateral.

     

    
      	1.3	
              Excepted
                Property

            


    

     

    The
      parties acknowledge and agree that if after the date hereof APG acquires by
      any
      means any right, title or interest in any mining and exploration rights, whether
      by way of license or claim, real or personal, or freehold or leasehold
      (collectively, Mining
      Assets)
      other
      than as described in Schedule 2, 3 or 4, such future Mining Assets will not
      be
      included in the Collateral and no security interest will be granted by APG
      to
      the Agent on or in respect of such future Mining Assets.


    
      
        
        

      

      
        page
          4

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1    Security

            


    

     

    
      	1.4	
              Obligations
                secured

            


    

     

    
      	(a)	
              The
                security interest granted in this agreement (Security
                Interest)
                secures the payment and performance of all debts, liabilities and
                obligations present or future, direct or indirect, absolute or contingent,
                matured or unmatured at any time or from time to time due or accruing
                due
                and owing (including all charges and fees of the Finance Parties
                due
                from APG) to the Finance Parties (or any of them) pursuant to or
                in
                connection with the Transaction Documents (collectively,
                and together with the expenses, costs and charges set out in clause
                1.4(b), the Obligations).

            


    

     

    
      	(b)	
              All
                expenses, costs and charges incurred by or on behalf of the Finance
                Parties in connection with this agreement, the Security Interest
                or the
                Collateral, including all legal fees, court costs, receiver's or
                agent's
                remuneration and other expenses of taking possession of, repairing,
                protecting, insuring, preparing for disposition, realizing, collecting,
                selling, transferring, delivering or obtaining payment of the Collateral
                or other lawful exercises of the powers conferred by the Transaction
                Documents, and of taking, defending or participating in any action
                or
                proceeding in connection with any of those matters or otherwise in
                connection with the Finance Parties’ interest in any Collateral, whether
                or not directly relating to the enforcement of this agreement or
                the
                Facility Agreements, will be added to and form a part of the
                Obligations. 

            


    

     

    
      	1.5	
              Attachment

            


    

     

    
      	(a)	
              APG
                acknowledges that:

            


    

     

    
      	 	
              (1)

            	
              value
                has been given;

            


    

     

    
      	 	
              (2)

            	
              it
                has rights in the Collateral (other than after-acquired
                Collateral);

            


    

     

    
      	 	
              (3)

            	
              it
                has not agreed to postpone the time of attachment of the Security
                Interest; and

            


    

     

    
      	 	
              (4)

            	
              it
                has received a duplicate original copy of this
                agreement.

            


    

     

    
      	(b)	
              APG
                will promptly inform the Finance Parties in writing of the acquisition
                by
                APG of any personal property which is not adequately described in
                this
                agreement, and APG will execute and deliver, at its own expense,
                from time
                to time, amendments to this agreement or additional agreements as
                may be
                required by the Finance Parties.

            


    

     

    
      	1.6	
              Scope
                of Security Interest

            


    

     

    
      	(a)	
              The
                Collateral does not include and the Security Interest will not extend
                to
                consumer goods.

            


    

     

    
      	(b)	
              The
                Security Interest will not extend or apply to the last day of the
                term of
                any lease or sublease or any agreement for a lease or sublease now
                held or
                subsequently acquired by APG in respect of real property, but APG
                will
                stand possessed of that last day on trust to assign and dispose of
                it as
                the Agent may direct.

            


    

     

    
      	(c)	
              The
                Security Interest will not extend or apply to the mining leases identified
                in Schedule 2 unless and until the requisite Crown consent is obtained
                pursuant to Section 1.9(a).

            


    

     

    
      	(d)	
              To
                the extent that an assignment of amounts payable and other proceeds
                arising under or in connection with, or the grant of a security interest
                in any agreement, licence, permit or quota of APG would result in
                the
                termination of that agreement, licence, permit or quota (each, a
                Restricted
                Asset),
                the Security Interest with respect to each Restricted Asset will
                constitute a trust created in favour of the Agent pursuant to which
                APG
                holds as trustee all proceeds arising under or in connection with
                the
                Restricted Asset in trust for the Agent on the following
                basis:

            


    


    
      
        
        

      

      
        page
          5

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1    Security

            


    

     

    
      	 	
              (1)

            	
              until
                the Security Interest is enforceable and, subject to the Facility
                Agreements, APG is entitled to receive all those proceeds;
                and

            


    

     

    
      	 	
              (2)

            	
              whenever
                the Security Interest is
                enforceable:

            


    

     

    
      	 	
              ·

            	
              all
                rights of APG to receive those proceeds cease and all those proceeds
                will
                be immediately paid over to the Agent;
                and

            


    

     

    
      	 	
              ·

            	
              APG
                will take all actions requested by the Agent to collect and enforce
                payment and other rights arising under the Restricted
                Asset.

            


    

     

    1.7 Care
      and custody of Collateral

     

    
      	(a)	
              The
                Finance Parties will have no obligation to keep Collateral in their
                possession from time to time, if any,
                identifiable.

            


    

     

    
      	(b)	
              The
                Agent may, both before and after the Security Interest has become
                enforceable:

            


    

     

    
      	 	
              (1)

            	
              notify
                any person obligated on an account or on chattel paper or any obligor
                on
                an instrument to make payments to the Agent whether or not APG was
                previously making collections on those accounts, chattel paper or
                instruments; and

            


    

     

    
      	 	
              (2)

            	
              assume
                control of any proceeds arising from the
                Collateral.

            


    

     

    
      	1.8	
              Amalgamation

            


    

     

    APG
      acknowledges and agrees that if it amalgamates or merges with or into any other
      corporation or corporations, then:

     

    
      	(a)	
              the
                term APG will extend to and include the continuing corporation from
                that
                amalgamation or merger; 

            


    

     

    
      	(b)	
              the
                term "Obligations" will extend to and include the Obligations of
                each of
                the amalgamating or merging corporations at the time of that amalgamation
                or merger arising after that amalgamation or merger;
                and

            


    

     

    
      	(c)	
              the
                Collateral secured in this agreement and the Security Interests over
                the
                Collateral of APG will extend to and include all of the property,
                assets
                and undertakings of each of the amalgamating or merging corporations
                at
                the time of that amalgamation or merger and any and all property,
                assets
                and undertakings of the continuing corporation from that amalgamation
                or
                merger owned or acquired by that continuing corporation after that
                amalgamation or merger. 

            


    

     

    
      	1.9	
              Post-Closing
                Undertakings

            


    

     

    
      	(a)	
              APG
                undertakes and agrees to make its best efforts to obtain Crown consent
                to
                the extension of the Security Interest over the mining leases set
                out in
                Schedule 2 and, as soon as reasonably practicable following the receipt
                of
                any such consent, to deliver to the Agent a first registrable leasehold
                mortgage with respect to the mining lease in question together with
                a
                title opinion from counsel to APG with respect to the registration
                and
                priority of such mortage (or title insurance in lieu of such opinion),
                all
                such materials to be in form and substance satisfactory to the Agent
                acting reasonably. 

            


    

     

    
      	(b)	
              APG
                undertakes and agrees to, on or by August 11, 2008, deliver to the
                Agent a
                first registrable mortgage over the freehold real property interests
                described in Schedule 3, together with a title opinion from counsel
                to APG
                with respect to the registration and priority of such mortgages (or
                title
                insurance in lieu of such opinion), all such materials to be in form
                and
                substance satisfactory to the Agent acting
                reasonably.

            


    

     

    
      	(c)	
              APG
                undertakes and agrees to, as soon as practicable and in any event
                within
                30 days from the date hereof, deliver to the Agent an estoppel letter
                from
                the applicable secured party with respect to each of the Ontario
                personal
                property registrations set out in Schedule 5, such letter to be in
                form
                and substance satisfactory to the Agent acting reasonably, provided
                such
                undertaking with respect to any such registration shall also be satisfied
                with the discharge of such
                registration.

            


    


    
      
        
        

      

      
        page
          6

        
          

        

      

      
        
        

      

    


    
      	
              

            	
              2    Representations
                and warranties of the corporation

            


    

     

    
      	(d)	
              APG
                undertakes and agrees to, as soon as practicable and in any event
                within
                30 days from the date hereof, discharge or cause to be discharged
                Ontario
                personal property registration no. 20080605 1503 1031 0515 against
                APG in
                favour of Her Majesty in Right of
                Ontario.

            


    

     

    
      	(e)	
              APG
                undertakes and agrees to keep the Collateral free from all Encumbrances
                other than Permitted Encumbrances.

            


    

     

    
      	2	
              Representations
                and warranties of the corporation

            


    

     

    
      	2.1	
              Representations
                and warranties

            


    

     

    APG
      represents and warrants to the Agent (for the benefit of itself and the other
      Finance Party) as follows, and acknowledges that the Finance Parties are relying
      on those representations and warranties in connection with this
      agreement:

     

    
      	(a)	
              Incorporation
                and qualification:
                APG is a corporation incorporated and validly existing under the
                laws of
                the Yukon Territory, Canada.

            


    

     

    
      	(b)	
              Corporate
                power:
                APG has all the requisite corporate power and authority
                to:

            


    

     

    
      	 	
              (1)

            	
              own,
                lease and operate its properties and assets and to carry on its business
                as now being conducted by it; and 

            


    

     

    
      	 	
              (2)

            	
              enter
                into and perform its obligations under this
                agreement.

            


    

     

    
      	(c)	
              Conflict
                with other instruments:
                The execution and delivery by APG and the performance by it of its
                obligations under, and compliance with the terms, conditions and
                provisions of this agreement do not and will not violate any law,
                regulation, authorisation, ruling, consent, judgment, order or decree
                of a
                governmental agency, its constating documents or by-laws, or an
                Encumbrance or document which is binding on it or on its
                assets.

            


    

     

    
      	(d)	
              Execution
                and binding obligation:
                This agreement has been duly executed and delivered by APG and constitute
                legal, valid and binding obligations of APG enforceable against it
                in
                accordance with its terms, subject only to any limitation under applicable
                laws relating to: 

            


    

     

    
      	 	
              (1)

            	
              bankruptcy,
                insolvency, arrangement or creditors' rights generally; and
                

            


    

     

    
      	 	
              (2)

            	
              the
                discretion that a court may exercise in the granting of equitable
                remedies.

            


    

     

    
      	(e)	
              Continuous
                perfection: Schedule
                1 sets out APG’s place of business or, if more than one, APG’s chief
                executive office, and the jurisdictions in which APG’s tangible personal
                are located. APG will not change these locations without providing
                at
                least 30 days’ prior written notice to the Finance
                Parties.

            


    

     

    
      	(f)	
              Leasehold
                Real Property.
                Schedule 2 sets out all real property in which APG (including any
                nominee
                thereof) has any leasehold interest as of the date hereof.
                

            


    

     

    
      	(g)	
              Freehold
                Real Property.
                Schedule 3 sets out all real property in which APG (including any
                nominee
                thereof) has any freehold interest as of the date
                hereof.

            


    

     

    
      	(h)	
              Mining
                Claims. Schedule
                4 sets out all mining claims in which APG (including any nominee
                therof)
                as any right, title or interest.

            


    

     

    
      	(i)	
              Permitted
                Encumbrances.
                The Collateral is free of all Encumbrances other than Permitted
                Encumbrances.

            


    


    
      
        
        

      

      
        page
          7

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              3    Enforcement

            


    

     

    
      	2.2	
              Representations
                and warranties in Transaction
                Documents

            


    

     

    Notwithstanding
      the representations and warranties of APG set forth in clause 2.1 of this
      agreement, APG further represents and warrants to the Agent (for the benefit
      of
      itself and the other Finance Party), and further acknowledges that the Finance
      Parties are relying on those representations and warranties in connection with
      this agreement, that the representations and warranties of APG contained in
      the
      Transaction Documents are true and correct in all respects as of the date of
      this agreement.

     

    
      	2.3	
              Survival
                of representations and
                warranties

            


    

     

    The
      representations and warranties in this agreement and in any certificates or
      documents delivered to the Finance Parties will not merge in or be prejudiced
      by
      and will survive any advance and will continue in full force and effect so
      long
      as any amounts are owing by APG to the Finance Parties under the Transaction
      Documents.

     

    
      	3	
              Enforcement

            


    

     

    
      	3.1	
              Enforcement

            


    

     

    The
      Security Interest will be and become enforceable against APG if
      and
      when APG fails to repay or perform any of the Obligations when due and payable
      or when due to be performed, as the case may be, or on
      the
      occurrence and during the continuance of an Event of Default (as specified
      in
      clause 11 of the Facility Agreement or
      Section
      5 of the ISDA Master Agreement).

     

    
      	3.2	
              Remedies

            


    

     

    
      	(a)	
              Subject
                to clause 3.2(b), whenever the Security Interest has become enforceable,
                the Agent may realize on the Collateral and enforce its rights
                by:

            


    

     

    
      	 	
              (1)

            	
              entry
                onto any premises where Collateral consisting of tangible personal
                property may be located;

            


    

     

    
      	 	
              (2)

            	
              entry
                into possession of the Collateral by any method permitted by
                law;

            


    

     

    
      	 	
              (3)

            	
              sale
                or lease of all or any part of the
                Collateral;

            


    

     

    
      	 	
              (4)

            	
              collection
                of any proceeds arising in respect of the
                Collateral;

            


    

     

    
      	 	
              (5)

            	
              collection,
                realization or sale of, or other dealing with, the
                accounts;

            


    

     

    
      	 	
              (6)

            	
              appointment
                by instrument in writing of a receiver (which term as used in this
                agreement includes a receiver and manager) or agent of all or any
                part of
                the Collateral and removal or replacement from time to time of any
                receiver or agent;

            


    

     

    
      	 	
              (7)

            	
              institution
                of proceedings in any court of competent jurisdiction for the appointment
                of a receiver of all or any part of the
                Collateral;

            


    

     

    
      	 	
              (8)

            	
              institution
                of proceedings in any court of competent jurisdiction for sale or
                foreclosure of all or any part of the
                Collateral;

            


    

     

    
      	 	
              (9)

            	
              filing
                of proofs of claim and other documents to establish claims to the
                Collateral in any proceeding relating to
                APG;

            


    

     

    
      	 	
              (10)

            	
              any
                other remedy or proceeding available, authorized or permitted under
                the
                PPSA or otherwise by contract, law or equity;
                and

            


    

     

    
      	 	
              (11)

            	
              application
                of any moneys constituting Collateral or proceeds of
                Collateral.

            


    


    
      
        
        

      

      
        page
          8

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              3    Enforcement

            


    

     

    
      	(b)	
              The
                remedies referred to in clause 3.2(a) may be exercised from time
                to time
                separately or in combination and are in addition to, and not in
                substitution for, any other rights of the Finance Parties however
                created.
                The Finance Parties will not be bound to exercise any right or remedy,
                and
                the exercise of any rights and remedies will be without prejudice
                to the
                rights of the Finance Parties in respect of the Obligations including
                the
                right to claim for any deficiency.

            


    

     

    
      	3.3	
              Additional
                rights

            


    

     

    In
      addition to the remedies referred to in clause 3.2, the Agent may, whenever
      the
      Security Interest has become enforceable:

     

    
      	(a)	
              require
                APG, at APG's expense, to assemble the Collateral at a place or places
                designated by notice in writing and APG agrees to so assemble the
                Collateral;

            


    

     

    
      	(b)	
              require
                APG, by notice in writing, to disclose to the Agent the location
                or
                locations of the Collateral and APG agrees to make that disclosure
                when so
                required;

            


    

     

    
      	(c)	
              repair,
                process, modify, complete or otherwise deal with the Collateral and
                prepare for the disposition of the Collateral, whether on the premises
                of
                APG or otherwise;

            


    

     

    
      	(d)	
              carry
                on all or any part of the business of APG and, to the exclusion of
                all
                others including APG, enter on, occupy and use all or any of the
                premises,
                buildings, and other property of or used by APG for that time as
                the Agent
                sees fit, free of charge, and the Finance Parties will not be liable
                to
                APG for any act, omission or negligence in so doing or for any rent,
                charges, depreciation or damages incurred in connection with or resulting
                from that action;

            


    

     

    
      	(e)	
              require
                APG to engage a consultant or consultants of the Agent’s sole choice, that
                consultant to receive the full cooperation and support of APG and
                its
                directors, officers and employees, including unrestricted access
                to the
                premises and books and records of APG; all reasonable fees and expenses
                of
                that consultant will be for the account of APG and APG authorizes
                that
                consultant to report directly to the Agent and to disclose to the
                Agent
                any and all information obtained by that
                consultant;

            


    

     

    
      	(f)	
              borrow
                for the purpose of carrying on the business of APG or for the maintenance,
                preservation or protection of the Collateral and grant a security
                interest
                in the Collateral, whether or not in priority to the Security Interest,
                to
                secure repayment; 

            


    

     

    
      	(g)	
              commence,
                continue or defend any judicial or administrative proceedings for
                the
                purpose of protecting, seizing, collecting, realizing or obtaining
                possession or payment of the Collateral, and give good and valid
                receipts
                and discharges in respect of the Collateral and compromise or give
                time
                for the payment or performance of all or any part of the accounts
                or any
                other obligation of any third party to APG;
                and

            


    

     

    
      	(h)	
              require
                APG to execute and deliver any and all instruments, documents, notices
                or
                writings necessary to permit the Agent to realize on and enforce
                its
                rights to any of the Collateral.

            


    

     

    
      	3.4	
              Receiver's
                powers

            


    

     

    
      	(a)	
              Any
                receiver appointed by the Agent will be vested with the rights and
                remedies which could have been exercised by the Agent in respect
                of APG or
                the Collateral and those other powers and discretions as are granted
                in
                the instrument of appointment and any supplemental instruments. The
                identity of the receiver, its replacement and its remuneration will
                be
                within the sole and unfettered discretion of the
                Agent.

            


    

     

    
      	(b)	
              Any
                receiver appointed by the Agent will act as agent for the Finance
                Parties
                for the purposes of taking possession of the Collateral, but otherwise
                and
                for all other purposes (except as provided below), as agent for APG.
                The
                receiver may sell, lease, or otherwise dispose of Collateral as agent
                for
                APG or as agent for the Agent as the Agent may determine in its
                discretion. APG agrees to ratify and confirm all actions of the receiver
                acting as agent for APG, and to release and indemnify the receiver
                in
                respect of all those actions.

            


    


    
      
        
        

      

      
        page
          9

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              3    Enforcement

            


    

     

    
      	(c)	
              The
                Agent, in appointing or refraining from appointing any receiver,
                will not
                incur liability to the receiver, APG or otherwise and will not be
                responsible for any misconduct or negligence of the
                receiver.

            


    

     

    
      	3.5	
              Appointment
                of attorney

            


    

     

    APG
      irrevocably appoints each of the Agent (including any officer or agent of the
      Agent), as attorney of APG (with full power of substitution) to do, make and
      execute, in the name of and on behalf of APG, on
      the
      occurrence and during the continuance of an Event of Default and at any other
      time
      that the
      Security Interest will be enforceable, all further acts, documents, matters
      and
      things which a Agent may deem necessary or advisable to accomplish the purposes
      of this agreement including the execution, endorsement and delivery of documents
      and any notices, receipts, assignments or verifications of the accounts. This
      power of attorney is irrevocable, is coupled with an interest, has been given
      for valuable consideration (the receipt and adequacy of which is acknowledged)
      and survives and does not terminate upon the bankruptcy, dissolution, winding
      up
      or insolvency of APG. All acts of the attorney are ratified and approved, and
      the attorney will not be liable for any act, failure to act or any other matter
      or thing, other than arising out of its own wilful misconduct, fraud or gross
      negligence.

     

    
      	3.6	
              Dealing
                with the Collateral

            


    

     

    
      	(a)	
              The
                Finance Parties will not be obliged to exhaust their recourse against
                APG
                or any other person or against any other security they may hold in
                respect
                of the Obligations before realizing on or otherwise dealing with
                the
                Collateral in any manner as the Agent may consider
                desirable.

            


    

     

    
      	(b)	
              The
                Finance Parties may grant extensions or other indulgences, take and
                give
                up securities, accept compositions, grant releases and discharges
                and
                otherwise deal with APG and with other persons, sureties or securities
                as
                they may see fit without prejudice to the Obligations, the liability
                of
                APG or the rights of the Finance Parties in respect of the
                Collateral.

            


    

     

    
      	(c)	
              Except
                as otherwise provided by law or this agreement, the Finance Parties
                will
                not be:

            


    

     

    
      	 	
              (1)

            	
              liable
                or accountable for any failure to collect, realize or obtain payment
                in
                respect of the Collateral;

            


    

     

    
      	 	
              (2)

            	
              bound
                to institute proceedings for the purpose of collecting, enforcing,
                realizing or obtaining payment of the Collateral or for the purpose
                of
                preserving any rights of any persons in respect of the
                Collateral;

            


    

     

    
      	 	
              (3)

            	
              responsible
                for any loss occasioned by any sale or other dealing with the Collateral
                or by the retention of or failure to sell or otherwise deal with
                the
                Collateral; or 

            


    

     

    
      	 	
              (4)

            	
              bound
                to protect the Collateral from depreciating in value or becoming
                worthless.

            


    

     

    
      	3.7	
              Standards
                of sale

            


    

     

    Without
      prejudice to the ability of the Agent to dispose of the Collateral in any manner
      which is commercially reasonable, APG acknowledges that:

     

    
      	(a)	
              Collateral
                may be disposed of in whole or in
                part;

            


    

     

    
      	(b)	
              Collateral
                may be disposed of by public auction, public tender or private contract,
                with or without advertising and without any other
                formality;

            


    

     

    
      	(c)	
              any
                assignee of that Collateral may be a customer of the Finance
                Parties;

            


    


    
      
        
        

      

      
        page
          10

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              4    General

            


    

     

    
      	(d)	
              a
                disposition of Collateral may be on those terms and conditions as
                to
                credit or otherwise as the Finance Parties, in their sole discretion,
                may
                deem advantageous; and

            


    

     

    
      	(e)	
              the
                Finance Parties may establish an upset or reserve bid or price in
                respect
                of Collateral.

            


    

     

    
      	3.8	
              Dealings
                by third parties

            


    

     

    
      	(a)	
              No
                person dealing with the Agent or an agent or receiver will be required
                to
                determine:

            


    

     

    
      	 	
              (1)

            	
              whether
                the Security Interest has become enforceable;


            


    

     

    
      	 	
              (2)

            	
              whether
                the powers which that person is purporting to exercise have become
                exercisable;

            


    

     

    
      	 	
              (3)

            	
              whether
                any money remains due to the Finance Parties by APG;
                

            


    

     

    
      	 	
              (4)

            	
              the
                necessity or expediency of the stipulations and conditions subject
                to
                which any sale or lease is made; 

            


    

     

    
      	 	
              (5)

            	
              the
                propriety or regularity of any sale or other dealing by the Finance
                Parties with the Collateral; or 

            


    

     

    
      	 	
              (6)

            	
              how
                any money paid to the Finance Parties has been
                applied.

            


    

     

    
      	(b)	
              Any
                bona fide purchaser of all or any part of the Collateral from the
                Agent or
                a receiver or agent will hold the Collateral absolutely, free from
                any
                claim or right of whatever kind, including any equity of redemption,
                of
                APG, which it specifically waives (to the fullest extent permitted
                by law)
                as against any purchaser together with all rights of redemption,
                stay or
                appraisal which APG has or may have under any rule of law or statute
                now
                existing or adopted in the future.

            


    

     

    
      	4	
              General

            


    

     

    
      	4.1	
              Discharge

            


    

     

    
      	(a)	
              The
                Security Interest will be discharged on, but only
                on:

            


    

     

    
      	 	
              (1)

            	
              full
                payment and performance of the Obligations; and


            


    

     

    
      	 	
              (2)

            	
              the
                Transaction Parties having no obligations under the Facility
                Agreements.

            


    

     

    
      	(b)	
              On
                discharge of the Security Interest and at the request and expense
                of APG,
                the Agent will execute and deliver to APG those releases and discharges
                as
                APG may reasonably require.

            


    

     

    
      	4.2	
              Amendments

            


    

     

    No
      amendment or waiver of any provision of this agreement, nor consent to any
      departure by APG from those provisions, is effective unless in writing and
      approved by the Agent. Any amendment, waiver or consent is effective only in
      the
      specific instance and for the specific purpose for which it was
      given.

     

    
      	4.3	
              Waivers

            


    

     

    No
      failure on the part of the Finance Parties to exercise, and no delay in
      exercising, any right under this agreement will operate as a waiver of that
      right; nor will any single or partial exercise of any right under this agreement
      preclude any other or further exercise of that right or the exercise of any
      other right.


    
      
        
        

      

      
        page
          11

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              4    General

            


    

     

    
      	4.4	
              No
                merger

            


    

     

    This
      agreement will not operate by way of merger of any of the Obligations and no
      judgment recovered by the Finance Parties will operate by way of merger of,
      or
      in any way affect, the Security Interest, which is in addition to, and not
      in
      substitution for, any other security now or subsequently held by the Finance
      Parties in respect of the Obligations.

     

    
      	4.5	
              Further
                assurances

            


    

     

    
      	(a)	
              APG
                will, from time to time, whether before or after the Security Interest
                has
                become enforceable, do all acts and things and execute and deliver
                all
                transfers, assignments and instruments as the Agent may reasonably
                require
                for:

            


    

     

    
      	 	
              (1)

            	
              protecting
                the Collateral; 

            


    

     

    
      	 	
              (2)

            	
              perfecting
                the Security Interest; and 

            


    

     

    
      	 	
              (3)

            	
              exercising
                all powers, authorities and discretions conferred on the Agent.
                

            


    

     

    
      	(b)	
              APG
                will, from time to time after the Security Interest has become
                enforceable, do all acts and things and execute and deliver all transfers,
                assignments and instruments as the Agent may require for facilitating
                the
                sale or other disposition of the Collateral in connection with its
                realization.

            


    

     

    
      	4.6	
              Supplemental
                security

            


    

     

    This
      agreement is in addition to and without prejudice to and is supplemental to
      all
      other security now held or which may subsequently be held by the Finance
      Parties.

     

    
      	4.7	
              Notices

            


    

     

    Any
      notices, directions or other communications provided for in this agreement
      must
      be in writing and given in accordance with the provisions of the Facility
      Agreements.

     

    
      	4.8	
              Successors
                and assigns

            


    

     

    This
      agreement is binding on APG, its successors and assigns, and enures to the
      benefit of the Finance Parties and their successors and assigns. All rights
      of
      the Finance Parties are assignable and in any action brought by an assignee
      to
      enforce any of those rights, APG will not assert against the assignee any claim
      or defence which APG now has or may have against the Finance
      Parties.

     

    
      	4.9	
              Waiver
                and Variation

            


    

     

    
      	(a)	
              Waiver
                of a Power arising under, or a provision of, this agreement (including
                this clause), must be in writing and signed by the party granting
                the
                waiver.

            


    

     

    
      	(b)	
              A
                failure or delay in exercise, or partial exercise, of a Power (arising
                on
                the occurrence of an Event of Default or otherwise) does not operate
                as a
                waiver of that Power or preclude another or further exercise of that
                or
                another Power.

            


    

     

    
      	(c)	
              Any
                variation of a term of this agreement must be in writing and signed
                by the
                parties.

            


    

     

    
      	4.10	
              Gender
                and number

            


    

     

    Any
      reference in this agreement to gender includes all genders and words importing
      the singular number includes the plural and vice versa.


    
      
        
        

      

      
        page
          12

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              4    General

            


    

     

    
      	4.11	
              Headings

            


    

     

    The
      division of this agreement into clauses and the insertion of headings are for
      convenient reference only and are not to affect its interpretation.

     

    
      	4.12	
              Language

            


    

     

    The
      parties to this agreement expressly request and require that this agreement
      and
      all related documents be drafted in English. Les
      parties aux présentes conviennent et exigent que cette convention et tous les
      documents qui s'y rattachent soient rédigés en anglais.

     

    
      	4.13	
              Severability

            


    

     

    If
      any
      provision of this agreement is taken by any court of competent jurisdiction
      to
      be invalid or void, the remaining provisions will remain in full force and
      effect.

     

    
      	4.14	
              Governing
                law

            


    

     

    This
      agreement is governed by and interpreted and enforced in accordance with the
      laws of the Province of Ontario and the laws of Canada which are applicable
      in
      the Province of Ontario.


    
      
        
        

      

      
        page
          13

        
          

        

      

      
        
        

      

    

     

    

     

    Schedules

     

    
      	
              Table
                of contents

               

            	 
	 	 
	
              1-
                APG place of business

            	
              15

            
	 	 
	
              2-
                Leasehold Real Property

            	
              16

            
	 	 
	
              3-
                Freehold Real Property

            	
              17

            
	 	 
	
              4-
                Mining Claims

            	
              19

            
	 	 
	
              5
                - Ontario Personal Property Registrations

            	
              20

            


    


    
      
        
        

      

      
        page
          14

        
          

        

      

      
        
        

      

    

     

    


    Schedule
      1

     

    
      
        
          

            
              	
                      APG
                        place of business

                       

                    


            

          

        

      

    

     

    
      	
              Address:    

            	
              5655
                South Yosemite Street

            
	 	
              Suite
                200 Greenwood Village

            
	 	
              Colorado
                80111-3220

            
	 	
              United
                States of America

            
	 	 
	
              Contact:

            	
              R.
                David Russell

            
	 	 
	
              Facsimile:    

            	
              +1
                720 482 0957

            
	 	 
	
              Location
                of Tangible Property

               

            
	 
	
              Province
                of Ontario 

            


    

     

    
      
        
        

      

      
        page
          15

        
          

        

      

      
        
        

      

    

    
       

      
        	
                

              	
                Schedule
                  2    Leasehold
                  Real Property

              


      

      


    

    Schedule
      2

     

     

    Leasehold
      Real Property 
       

      
        

      

    

     

    PIN
      65366-0199 (LT)

     

    Part
      Lot
      6 Concession 1 Beatty being all of Mining claim L 1115059 designated as Part
      1,
      6R7912, Black River-Matheson.

     

    PIN
      65380-0670 (LT)

     

    Part
      Lot
      5 Concession 6 Hilsop, Mining claim L 104334 being Part 5, 6R7913; Part Lot
      6
      Concession 6, Mining claim L 104335 being Part 6, 6R7913, Black
      River-Matheson.

     

    PIN
      65380-0671 (LT)

     

    Mining
      rights Part of the bed of Froome Lake in front of Part Lot 7 Concession 6
      Hislop, Mining claim L 1113087 being Part 1, 6R7911, Black River-Matheson.
      Mining Rights Only.


    
      
        
        

      

      
        page
          16

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              Schedule
                3    Freehold
                Real Property

            


    

     

    Schedule
      3

    

      
        	
                Freehold
                  Real Property

                 

              


      

    

     

    PARCEL
      1: PIN
      65366-0129 (LT)

    Parcel
      23874 SEC (Mining Rights Only), The Mines, Minerals and Mining Rights of Part
      of
      Lot 7, Concession 1, Beatty except Part 1 on Plan 6R-3881, C98447 and C98448,
      Black River - Matheson, District of Cochrane.

     

      
        

      

    

     

    PARCEL
      2: PIN
      65380-0556 (LT)

     

    Parcel
      23876 SEC (Mining Rights Only), The Mines, Minerals and Mining Rights of the
      North half of Lot 6, Concession 6, Township of Hislop and Part of the North
      Part
      of Broken Lot 7, Concession 6, Township of Hislop, lying East of the Lake and
      Creek and North of a line drawn East ast’y across said lot from a point in the
      West boundary thereof distant 41 chains, 64 links North from the South West
      angle of the lot, containing by admeasurement 100.5 Acres more or less,
      excepting that part described as follows: starting at the NE angle of the above
      Lot thence Wly along the N boundary of said Lot 891 Ft; thence S Ast’y 33 Ft to
      the POC; thence S Ast’y 330 Ft; thence W Ast’y 264 Ft; thence N Ast’y 330 Ft;
      thence E Ast’y 264 Ft to the POC; containing by admeasurement 2 acres, more or
      less, Black River-Matheson, District of Cochrane.

     

    PARCEL
      3: PIN
      65380-0557 (LT)

     

    Parcel
      2582 SEC, The North half of Lot 6, Concession 6, Hislop, except C679085, C506571
      and MRO as in C436459, Black River-Matheson, District of Cochrane.

     

    PARCEL
      4: PIN
      65380-0555 (LT)

     

    Parcel
      15466 SEC, Part of the north part of Broken Lot 7, Concession 6, Township of
      Hislop, lying East of the Lake and Creek and North of a line drawn East ast’y
      across said lot from a point in the west boundary thereof distant 41 chains,
      64
      links North from Southwest angle of the lot, containing an admeasurement 100
1⁄2
Acres, more or less, excepting that part described as follows: starting at
      the
      NE angle of the above Lot; thence Wly along the N boundary of said Lt 891 Ft;
      thence S Ast’y 33 Ft to the POC; thence S Ast-y 330 Ft; thence W Ast’y 264 Ft;
      thence N Ast’y 330 Ft; thence E Ast’y 264 Ft to the POC; containing by
      admeasurement two (2) acres, more or less, except C69085 & C506571 and MRO
      as in C436459; Black River-Matheson, District of Cochrane.

     

    PARCEL
      5: PIN
      65366-0127 (LT)

     

    Parcel
      14572 SEC, Part of Lot 6, Concession 1, Township of Beatty, as in Instrument
      No.
      C130522, except Expropriation C69085, subject to C341846, Black River-Matheson,
      District of Cochrane.

     

    PARCEL
      6: PIN
      65380-0552 (LT)

     

    Parcel
      7745 SEC, The North Half of Lot 8, Concession 6, Township of Hislop, except
      surface rights C69085, Black River-Matheson, District of Cochrane.

     

    PARCEL
      7: PIN
      65380-0534 (LT)

     

    Parcel
      388 SEC, Part of broken Lot 7, Concession 6, Township of Hislop, as in
      Instrument No. TP6616, except Part 1, Plan 6R3065, Black River-Matheson,
      District of Cochrane.

     

    PARCEL
      8: PIN
      65380-0532 (LT)

     

    Parcel
      6413 SEC, The South West Quarter of Lot 6, Concession 6, Township of Hislop,
      Black River-Matheson, District of Cochrane.


    
      
        
        

      

      
        page
          17

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              Schedule
                3    Freehold
                Real Property

            


    

     

    PARCEL
      9: PIN 65380-0553 (LT)

     

    Parcel
      4707 SEC, Part of the North part of Lot 7, Concession 6, Township of Hislop,
      lying west of a lake and creek on said lot, and lying north of line drawn east
      astronomically across said lot from a point in the west limit thereof distant
      41
      chains 64 links north from the south west angle of the lot, containing 46 acres
      more or less, Black River-Matheson, District of Cochrane.

     

    PARCEL
      10: PIN
      65380-0559 (LT)

     

    Parcel
      3393 SEC, Part of the North half of Lot 4 Concession 6, Hislop, except Part
      1,
      plan 6R7375 & SRO C69085, Black River- Matheson, District of
      Cochrane.

     

    PARCEL
      11: PIN
      65380-0558 (LT)

     

    Parcel
      11511 SEC, Part of the Northeast 1⁄4 of Lot 5, Concession 6, Hislop as in
      Instrument No. CP5862, Black River- Matheson, District of Cochrane.

     

    PARCEL
      12: PIN
      65366-0126 (LT)

     

    Parcel
      24577 SEC, South 1⁄2 of Lot 5, Concession 1, Beatty, excepting therefrom the lands
      required for highway purposes described as follows; premising that the bearings
      hereinafter mentioned are astronomical and are referred to the meridian through
      the centre of the Township of Carr in longitude 80 degrees 28 minutes west,
      commencing at the SE angle of said Lt; Thence N 00 degrees 07 minutes 30 seconds
      west along the E boundary of said Lot 33 Ft, thence S 89 degrees 49 minutes
      30
      seconds west 2656.49 Ft to a point in the W boundary of said Lt; thence S 00
      degrees 07 minutes E along the said W boundary 33 Ft to the SW angle of said
      Lt;
      thence N 89 degrees 49 minutes 30 seconds E along the S boundary of said Lt
      2656.49 Ft to the POC, containing 2.012 acres, more or less; SRO N 1⁄2 of Lt 5 Con
      1 being; Mining Claim L13391 Beatty; Mining Claim L15799 Beatty; Mining Claim
      L22257 Beatty; Mining Claim L22258 Beatty; SRO W1/2 Lt 4 Con 1 Beatty being;
      Mining Claim L11397 Beatty; Mining Claim L16477 Beatty, Mining Claim L22527
      Beatty; Mining Claim L22915 Beatty SRO; Pt Lt 4 Con 2 Beatty being the SW1/4
      of
      S1/2; Mining Claim L13510 Beatty SRO; Pt Lt 5 Con 2 Beatty being the S1/2 of
      S1/2; Mining Claim L13508 Beatty, Mining Claim L13509 Beatty; Black
      River-Matheson, District of Cochrane.

     

    PARCEL
      13: PIN
      65366-0143 (LT)

     

    Parcel
      4150 SEC SEC; South 1⁄2 of Lot 8, Concession 1, Beatty, excepting C506564, C69085,
      C511438; Black River-Matheson.

     

    PARCEL
      14: PIN 65380-0520 (LT)

     

    Parcel
      23687, SEC SEC Firstly: Surface Rights Only of: West 1/2 of North 1/2 of Lot
      4,
      Concession 5, Township of Hislop, excepting that part as described as follows:
      Commencing at the North-West angle of the above Lot 4; Thence along the North
      boundary 933.38 Ft; Thence Southerly parallel to the West boundary 933.38 Ft;
      Thence Westerly parallel to the North boundary 933.38 Ft to a point on the
      West
      boundary; Thence Northerly along the West boundary 933.38 Ft to the point of
      commencement; containing 20 acres, more or less; except Part 3, 6R-6577;
      Secondly: Surface Rights Only of the East 1/2 of the North 1/2 of Lot 4
      Concession 5, Township of Hislop, excepting Part 1, 6R-2510 and Part 5, 6R-5694;
      Thirdly: North 1/2 of Lot 5, Concession 5, Township of Hislop; Black
      River-Matheson, District of Cochrane.

     

    PARCEL
      15: PIN 65380-0521 (LT)

     

    Parcel
      24023, SEC SEC Surface Rights Only; Part of North 1/2 of Lot 4, Concession
      5,
Township
      of Hislop, Part 1, 6R-6577; Black River-Matheson, District of
      Cochrane.

     

    PARCEL
      16: PIN 65380-0525 (LT)

     

    Parcel
      10255, SEC SEC Surface Rights Only; North 1/2 of North 1/2 of Lot 3, Concession
      5, Township of Hislop, Black River-Matheson, District of
      Cochrane.


    
      
        
        

      

      
        page
          18

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              Schedule
                4    Mining
                Claims

            


    

     

    Schedule
      4

     

    

      
        	
                Mining
                  Claims

              


      

    

    

      L1048333

    

     

    
      
        
        

      

      
        page
          19

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              Schedule
                4    Ontario
                Personal Property Registrations

            


    

     

    Schedule
      5

    

      
        	
                Ontario
                  Personal Property Registrations

                 

              


      

       

    

    
      	
              Secured Party

            	 	
              File Number

            	 	
              Registration Number

            	 	
              Maturity Date

            	 	
              Collateral

              Classification

            
	
              Murdoch Group Inc.

            	 	
              622380816

            	 	
              20060131 1106
                1583 1706

            	 	
              December
                31, 2008

            	 	
              Equipment,
                Motor Vehicle

            
	 	 	 	 	 	 	 	 	 
	
              Caterpillar
                Financial Services Limited

            	 	
              616970403

            	 	
              20050713
                1658 8077 8925

            	 	
              5
                years

            	 	
              Equipment,
                Other, Motor Vehicle

            
	 	 	 	 	 	 	 	 	 
	
              Nexcap
                Financial Corporation

            	 	
              891969957

            	 	
              20030226
                1444 1530 3556

               

              20050913
                1951 1531 9814

               

              20050914
                1951 1531 1052

               

              20080116
                1950 1531 8087

            	 	
              5
                years

            	 	
              Equipment,
                Accounts, Other

            
	 	 	 	 	 	 	 	 	 
	
              The
                Toronto-Dominion Bank

            	 	
              886796415

            	 	
              20020829
                1047 1529 0055

            	 	
              5
                years

            	 	
              Accounts,
                Other

            


    


    
      
        
        

      

      
        page
          20

        
          

        

      

      
        
        

      

    


    

     

    Signing
      page

     

    
      	 	
              Executed
                as an agreement

               

            
	 	 	 
	 	
              Signed
                by 

              Apollo
                Gold Corporation

              By
                its authorised signatory

            	 
	 	 	 
	
              By: 

            	      
	 
	 	
              Authorised
                Signatory

            	 
	 	 	 
	
              print name 

            	     
	 
	 	 	 
	
              title

            	       
	 


    

     

    I
      have
      authority to bind the corporation.


    
      
        
        

      

      
        page
          21

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              Signing
                page

            


    

     

    
      	 	
              Signed
                for 

              RMB
                Resources Inc.

              By
                its authorised officer

            
	 	 
	
              By

            	       

	 	
              Authorised
                Officer

            
	 	 
	
              print name 

            	    

	 	 
	
              title

            	     



    


    
      
        
        

      

      
        page
          22

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              Signing
                page

            


    

     

    
      	 	 
	 	     

	 	 
	 	       

	 	 
	 	        

	 	 
	 	        
              


    


    
      
        
        

      

      
        page
          23